UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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PETROGRESS, INC.
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(Name of Issuer)
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Common Stock, par value $0.001
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(Title of Class of Securities)
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71650A 309
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(CUSIP Number)
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Christos P. Traios
10, Spirou Trikoupi street
Piraeus 18538 – Greece
+30 (210) 4599741
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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August 20, 2020
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. □
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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CUSIP No. 71650A 309
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1. Names of Reporting Persons. Christos P.
Traios
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2. Check the appropriate Box if a Member of a Group (See
Instructions)
(a) ☐
(b) ☐
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3. SEC Use Only.
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4. Source of Funds (See Instructions)
00
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)☐
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6. Citizenship or Place of Organization
Greece
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Number of Shares
Beneficially Owned
by Each Reporting
Person With:
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7. Sole Voting Power
3,721,817
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8. Shared Voting
Power 200,000
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9. Sole Dispositive Power
3,721,817
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person
3,921,817
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) ☐
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13. Percent of Class Represented by Amount in Row (11)
15.86%
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14. Type of Reporting Person (See Instructions)
IN
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As of August 20, 2020,
the Issuer
had 23,776,293
shares of Common Stock, par value $0.001 (“Common
Stock”) and 100 shares of Series A
Preferred Stock, par value $0.001 per share (“Series A
Stock”) issued (or committed for issuance)
and outstanding. The Reporting Person
directly owns 3,721,817
shares of the Issuer’s Common Stock and 100 shares
of the Issuer’s Series A Stock. The Reporting
Person also holds irrevocable proxies to exercise voting rights
with respect to 200,000 shares of the
Issuer’s Common Stock held by certain third-party
stockholders. As such the Reporting Person beneficially
holds 15.86% of issued and
outstanding shares of the Issuer’s Common Stock and 100% of
the Issuer’s issued and outstanding shares of
Series A Stock.
This Amendment No. 7 to Schedule 13D (this “Schedule 13D Amendment
No. 6”) amends the information provided in the Statement on
Schedule 13D filed on July 17, 2020, as amended to date (the
“Schedule 13D”). Except as otherwise specified in this Schedule 13D
Amendment No. 7, all items in Schedule 13D remain unchanged in all
material respects. Capitalized terms used herein but not defined
herein have the respective meanings ascribed to them in the
Schedule 13D.
Responses to each item of this Schedule 13D Amendment No. 7 are
incorporated by reference into the response to each other item, as
applicable.
Item 3. Source and Amount of Funds
or Other Consideration
Item 3 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
The Reporting Person participated in a stock exchange transaction
(the “Exchange Transaction”) executed pursuant to the terms
of an Agreement Concerning the Exchange of Securities by and Among
800 Commerce, Inc. (the former name of the Issuer) and Petrogres
Co. Limited (“Petrogres”), a Marshall Islands corporation,
and the Security Holders of Petrogres, dated February 29, 2016 (the
“Exchange Agreement”), whereby the Reporting Person
exchanged (i) 1,000,000 shares, representing all outstanding shares
of the common stock of Petrogres for 136,000,000 shares of the
Common Stock of the Issuer.
The Issuer issued 100 shares of its Series A Stock to the Reporting
Person on October 11, 2017 in consideration of, and as provided in,
the Employment Agreement between the Issuer and the Reporting
Person effective as of April 1, 2017.
On May 12, 2017 the Issuer issued an 8% Convertible Promissory Note
(the “Convertible Note”) in the original principal amount of
$134,600 to the Reporting Person. Under the terms of the
Convertible Note, all principal and accrued interest under the
Convertible Note were convertible into Shares of Common Stock of
the Issuer at a conversion price of $0.001 per share. On December
21, 2017 the Reporting Person exercised his rights to convert the
Convertible Note into 139,880,000 shares of the Common Stock of the
Issuer.
On January 12, 2018 the Issuer and the Reporting Person entered
into an Amendment to Employment Agreement, pursuant to which the
Reporting Person’s Employment Agreement dated April 1, 2016 was
amended to reflect that (1) the Reporting Person’s Base Salary has
been and will continue to be accrued by the Issuer until such time
as either (a) the Reporting Person’s is legally entitled to be
gainfully employed in the United States and elects to receive
payment of such accrued and payable Base Salary, or (b) such
accrued and payable Base Salary is converted into Common Stock of
the Issuer. The amendment also provides that the Reporting Person’s
accrued and payable Base Salary may be converted at the Reporting
Person’s election into Common Stock of the Issuer at a conversion
price equal to the average closing price quoted on the principal
trading market or securities exchange for the Issuer’s Common Stock
over the 5 trading days preceding delivery of a conversion notice.
On January 12, 2018 the Reporting Person converted $90,000 of
accrued and unpaid base salary into 2,903,225 Shares of Common
Stock of the Issuer at a conversion price of $0.031 per share.
On February 23, 2018 the Reporting Person converted $120,000 of
accrued and unpaid base salary into 4,758,128 shares of Common
Stock of the Issuer at a conversion price of $0.02522 per
share.
On February 23, 2018 the Reporting Person entered into a Stock
Purchase Agreement with the Issuer pursuant to which he converted
and forgave debt obligations for cash advances to the Issuer and
certain of its wholly owned subsidiaries in the aggregate amount of
$297,500 in exchange for 19,070,512 shares of the Common Stock of
the Issuer at a purchase price of $0.0156 per share.
On July 9, 2018 the Issuer filed an amendment to the Issuer’s
Certificate of Incorporation to (a) effect a reverse stock split of
the Company’s Common Stock at a ratio of one-for-100, (b) reduce
the number of authorized shares of Common Stock from 490,000,000 to
19,000,000 and (c) reduce the number of authorized shares of
Preferred Stock from 10,000,000 to 1,000,000. The Amendment took
effect on July 18, 2018. As a result of the reverse stock split,
the number of shares of Common Stock directly owned by the
Reporting Person decreased to 2,816,118 shares.
On November 29, 2018 the Reporting Person exercised rights to
convert $382.84 in unpaid interest accrued under the terms of a
Revolving Line of Credit Note dated July 13, 2017 issued to the
Reporting Person into 382,841 shares of Common Stock.
On October 22, 2019 the Reporting Person entered into a Securities
Purchase Agreement with the Issuer pursuant to which the Issuer
acquired all of the issued and outstanding shares of capital stock
of Libertus Marine Ltd. (“LML”), a Marshall Islands limited
liability company, from the Reporting Person. As consideration for
the acquisition the Reporting Person was issued 142,858 shares of
Common Stock.
On July 15, 2020 the Reporting Person converted $3,500 of accrued
and unpaid base salary into 230,000 shares of Common Stock of the
Issuer at a conversion price of $0.0152 per share.
On August 17, 2020 the Reporting Person converted $36,500 of
accrued and unpaid base salary into 150,000 shares of Common Stock
of the Issuer at a conversion price of $0.2433 per share.
Item 4. Purpose of the
Transaction
Item 4 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
On February 29, 2016 (the “Closing Date”), the Issuer,
Petrogres and the Reporting Person executed the Exchange Agreement,
pursuant to which the Reporting Person exchanged all of his issued
and outstanding shares of Petrogres common stock (1,000,000 shares)
(the “Petrogres Common Stock”) for an aggregate of
136,000,000 newly issued shares of Issuer Common Stock.
As a result of the Exchange Transaction described above, the
Reporting Person acquired, in the aggregate, approximately 85% of
the issued and outstanding Issuer Common Stock and Petrogres became
a wholly owned subsidiary of the Issuer as of the Closing Date. As
part of Exchange Transaction, the Reporting Person who was sole
shareholder and chief executive officer of Petrogres was appointed
to the Board of Directors of the Issuer and B. Michael Friedman
resigned as the Chief Executive Officer and as the sole member of
the Board of Directors of the Issuer.
The Issuer issued 100 shares of its Series A Stock to the Reporting
Person on October 11, 2017 in consideration of, and as provided in,
the Employment Agreement between the Issuer and the Reporting
Person effective as of April 1, 2017. The Issuer’s Series A Stock,
is a class of preferred stock that provides the holder(s), as a
class, with the right to two (2) votes for each share of Common
Stock issued and outstanding, and furthermore requires class voting
such that the holders of a majority of the shares of Series A Stock
must approve, as a class, any matter requiring stockholder
approval. The establishment and issuance of the Series A Stock
vests the Reporting Person with total authority over any matters
requiring stockholder approval.
As a result of the Exchange Transaction, the business of Petrogres
is now the principal business of the Issuer. The purpose of the
Exchange Transaction was to provide Petrogres, as a wholly owned
subsidiary of Issuer, a platform for operating in the public
markets. The Reporting Person participated in Exchange Transaction
and acquired the shares of Issuer’s Common and Series A Stock
(collectively, the “Shares”) for investment purposes.
Consistent with such purposes, the Reporting Person has had, and
may have in the future, discussions with management and the Board
of Directors of the Issuer regarding the Issuer’s operations,
prospects, business and financial strategies and other matters as
the Reporting Persons deem relevant to his investment in the Shares
and any other securities of the Issuer.
On May 12, 2017 the Issuer issued an 8% Convertible Promissory Note
(the “Convertible Note”) in the original principal amount of
$134,600 to the Reporting Person. Under the terms of the
Convertible Note, all principal and accrued interest under the
Convertible Note were convertible into Shares of Common Stock of
the Issuer at a conversion price of $0.001 per share. On December
21, 2017 the Reporting Person exercised his rights to convert the
Convertible Note into 139,880,000 shares of the Common Stock of the
Issuer.
On January 12, 2018 the Reporting Person converted $90,000 of
accrued and unpaid base salary into 2,903,225 Shares of Common
Stock of the Issuer at a conversion price of $0.031 per share. As a
result of the conversion transaction, the Reporting Person’s
beneficial ownership of the Issuer’s Common Stock increased to
277,783,225 shares, representing 86.6% of the issued and
outstanding shares of the Issuer’s Common Stock.
On February 23, 2018 the Reporting Person converted $120,000 of
accrued and unpaid base salary into 4,758,128 shares of Common
Stock of the Issuer at a conversion price of $0.02522 per
share.
On February 23, 2018 the Reporting Person entered into a Stock
Purchase Agreement with the Issuer pursuant to which he converted
and forgave debt obligations for cash advances to the Issuer and
certain of its wholly owned subsidiaries in the aggregate amount of
$297,500 in exchange for 19,070,512 shares of the Common Stock of
the Issuer at a purchase price of $0.0156 per share.
On July 9, 2018 the Issuer filed an amendment to the Issuer’s
Certificate of Incorporation to (a) effect a reverse stock split of
the Company’s Common Stock at a ratio of one-for-100, (b) reduce
the number of authorized shares of Common Stock from 490,000,000 to
19,000,000 and (c) reduce the number of authorized shares of
Preferred Stock from 10,000,000 to 1,000,000. The Amendment took
effect on July 18, 2018. As a result of the reverse stock split,
the number of Shares of Common Stock directly owned by the
Reporting Person decreased to 2,816,118 shares.
On November 29, 2018 the Reporting Person exercised rights to
convert $382.84 in unpaid interest accrued under the terms of a
Revolving Line of Credit Note dated July 13, 2017 issued to the
Reporting Person into 382,841 shares of Common Stock.
On October 22, 2019 the Reporting Person entered into a Securities
Purchase Agreement with the Issuer pursuant to which the Issuer
acquired all of the issued and outstanding shares of capital stock
of LML, a Marshall Islands limited liability company, from the
Reporting Person. As consideration for the acquisition the
Reporting Person was issued 142,858 shares of Common Stock.
On July 15, 2020 the Reporting Person converted $3,500 of accrued
and unpaid base salary into 230,000 shares of Common Stock of the
Issuer at a conversion price of $0.0152 per share.
On August 17, 2020 the Reporting Person converted $36,500 of
accrued and unpaid base salary into 150,000 shares of Common Stock
of the Issuer at a conversion price of $0.2433 per share.
As a result of the transaction consummated on August 17, 2020, the
Reporting Person’s beneficial ownership of the Issuer’s Common
Stock increased to 3,921,817 shares (3,721,817 held directly by the
Reporting Person and 200,000 by virtue of irrevocable proxies
granted by third party stockholders), representing 15.86% of the
issued and outstanding Shares of the Issuer’s Common Stock.
The Reporting Person will continue to evaluate his investment
position in the Issuer and may, depending on the Issuer’s
performance and market and other conditions, increase or decrease
his investment position in the Shares and other securities of the
Issuer. The Reporting Person reserves the right to determine in the
future whether to change the purpose or purposes herein described
or whether to adopt plans or proposals regarding the Issuer or any
of its securities.
Except as otherwise set forth herein, the Reporting Person has no
specific plans or proposals that relate to or would result in any
of the following:
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(a)
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the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
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(b)
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an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its
subsidiaries;
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(c)
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a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
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(d)
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any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or
term of the Issuer’s Board of Directors or to fill any existing
vacancies thereon;
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(e)
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any other material change in the Issuer’s business or corporate
structure;
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(f)
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changes in the Issuer’s charter, bylaws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
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(g)
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causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
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(h)
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a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; or
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(i)
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any action similar to any of those enumerated above.
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Item 5. Interest in Securities of
the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) As of August 17, 2020, the Issuer had 23,776,293
shares of Common Stock issued (or committed for issuance) and
outstanding. The Reporting Person beneficially owns a total of
3,921,817 shares of the Issuer’s Common Stock, or 15.86% of issued
and outstanding shares. 3,721,817 shares of the Issuer’s Common
Stock beneficially owned are held in the Reporting Person’s name
and the Reporting Person also holds irrevocable proxies to exercise
voting rights with respect to 200,000 shares of the Issuer’s Common
Stock held by certain third-party stockholders. Beneficial
ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the “SEC”) and generally
includes voting of investment power with respect to securities.
(b) The Reporting Person has the sole power to vote and direct the
voting of 3,921,817 shares of the Issuer’s Common Stock (3,721,817
held directly by the Reporting Person and 200,000 by virtue of
irrevocable proxies granted by third party stockholders). The
Reporting Person has the sole power to dispose of and direct the
disposition of 3,721,817 shares of the Issuer’s Common Stock held
directly by the Reporting Person.
(c) The Reporting Person entered into a Share Donation Agreement
dated September 29, 2017 effecting the transfer of 100,000 shares
of the Issuer’s Common Stock from the Reporting Person to Dimitrios
Pappas. Mr. Pappas executed an Irrevocable Proxy in favor of the
Reporting Person in connection with the transfer vesting the
Reporting Person with the right to vote the subject shares until
September 29, 2018. The Reporting Person received no consideration
for the transfer. As a result of the reverse stock split effected
by the Issuer in July 2018, the number of Shares of Common Stock
directly owned by Mr. Pappas and subject to the Irrevocable Proxy
decreased to 100,000 shares.
The Reporting Person entered into a Share Donation Agreement dated
September 29, 2017 effecting the transfer of 5,000,000 shares of
the Issuer’s Common Stock from the Reporting Person to Dimitrios
Sorotos. Mr. Sorotos executed an Irrevocable Proxy in favor of the
Reporting Person in connection with the transfer vesting the
Reporting Person with the right to vote the subject shares until
September 29, 2018. The Reporting Person received no consideration
for the transfer. As a result of the reverse stock split effected
by the Issuer in July 2018, the number of Shares of Common Stock
directly owned by Mr. Sorotos and subject to the Irrevocable Proxy
decreased to 50,000 shares.
The Reporting Person transferred 5,000,000 shares of the Issuer’s
Common Stock from the Reporting Person to Nikolaos Pirounias. Mr.
Pirounias executed an Irrevocable Proxy in favor of the Reporting
Person in connection with the transfer vesting the Reporting Person
with the right to vote the subject shares until September 29, 2018.
The Reporting Person received no consideration for the transfer. As
a result of the reverse stock split effected by the Issuer in July
2018, the number of Shares of Common Stock directly owned by Mr.
Pirounias and subject to the Irrevocable Proxy decreased to 50,000
shares.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, the securities covered by this Schedule 13D.
(e) Not applicable.
Signature
After reasonable inquiry and to the best knowledge and belief of
the undersigned, such person certifies that the information set
forth in this statement is true, complete and correct.
| Dated: August 20, 2020 |
/s/ Christos P.
Traios |
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Christos P. Traios, Individually |
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